Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 25, 2009, the Compensation Committee of the Board of Directors of FEI Company set the metrics that will establish the funds available for the second half of 2009 under the Company's Management Variable Compensation Plan ("MVP") to pay the Company's named executive officers. A detailed discussion of the Company's 2009 MVP is contained in the Company's definitive Proxy Statement on Form 14A filed on March 27, 2009.

Overall, the MVP funding for the second half of 2009 will be similar to the funding for the first half of 2009. The total amount of MVP money available for payment to all participants (which includes non-executive senior managers) will be based on an operating income metric from the operating plan established by the Board for the second half of 2009. Operating income is revenue minus costs of goods sold minus operating expenses. For the MVP calculation, it will also exclude the financial impact of mergers and acquisitions (and associated costs), balance sheet currency hedges and certain unusual events. The amount of MVP funds available for payment will vary depending on Company performance against the operating income target. If the Company achieves 100% of the targeted operating income set out in the Board plan for the 2009 second half, the MVP for the second half will be funded at 100% of targeted payout. No MVP incentive compensation will be available in the pool if the Company's performance is 50% of the targeted operating income or below. At 50.1% of the target, the pool will be funded at 0.2% and funding increases as performance increases, subject to a cap of 15% of our operating income. For example, at 75% of target, the pool amount will be 50%; at 125% of target, the pool will be funded at 150%. The total amount available for payment is capped at 15% of operating income, regardless of performance against plan.

After the total amount available under the MVP pool is determined for the 2009 second half, the Committee will fix the amount of the actual incentive compensation payable to each named executive officer. Each participant in the MVP, including each named executive officer, has a targeted individual incentive amount, which is expressed as a percentage of base salary. (The individual performance targets were last adjusted by the Committee in September 2008 and disclosed in the Company's Current Report on Form 8-K filed on September 23, 2008.) If funds are available to be paid under the MVP for the second half based on Company operating income, the amount available to each executive will be some percentage of the targeted individual incentive amount. The actual individual incentive amount will be determined equally from (i) the performance of the Company against the operating income metric described above and (ii) the individual executive's performance during the second half of 2009. The Committee determines each executive's individual performance factor.

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